Brookfield set to seal Rs 11,000 crore RCom tower deal this week

MUMBAI: The Brookfield Group is set to sign as early as Wednesday a definitive agreement with Reliance CommunicationsBSE 8.70 % to buy a majority stake in the Anil Ambani-controlled telecoms company’s tower unit for about Rs 11,000 crore.

The companies signed a non-binding pact on the transaction on October 14. The deal values the tower assets at more than Rs 21,500 crore. As per the understanding, the assets of RCom’s tower unit, Reliance Infratel, will be transferred to a special purpose vehicle. The Canadian fund manager, the second biggest alternate asset manager in the world, will acquire a 51% stake in the SPV, while RCom will have a 49% equity and remain its chief tenant. When contacted, Brookfield declined to comment. RCom, too, did not offer any comment. UBS and Ambit were the advisers to the companies.

In an October 14 statement announcing the in-principle deal, RCom had said it would continue as an anchor tenant on the tower assets under a long-term master services agreement. “RCom will receive an upfront cash payment of Rs 11,000 crore from the proposed transaction,” it had said.

Reliance Infratel is 96%-owned by RCom. The remaining 4% is held by institutional investors such as George Soros' Quantum, NSR Partners, Galleon, HSBC Daisy Investment (Mauritius), Drawbridge Towers and Investment Partners B (Mauritius) — this stake will be acquired by Brookfield.

RCom is selling the assets as part of its efforts to reduce debt, which on a net basis was Rs 42,071crore at the end of June. The proposed combination of RCom's wireless business with Aircel, which has already been signed and announced, will reduce the telecom operator's debt by another Rs 14,000 crore. Combined, these will reduce RCom's debt to around Rs 17,000 crore.

The deal with Brookfield is the second attempt made by RCom to sell its tower business. Last December, it announced that Sanjiv Ahuja-led Tillman Global Holdings, backed by private equity player TPG, had signed a non-binding pact to buy the assets for around Rs21,500 crore. But TPG pulled out over valuation differences, and Tillman failed to find a suitable financier, bringing Brookfield into the picture.

In 2012, a consortium consisting of Blackstone and Carlyle looked at the assets, but decided not to invest.

Brookfield, which manages $250 billion globally, has been one of the aggressive investors into India. The Canadian asset manager has already invested $2 billion in India since 2009-10, when it set up its local office, and has plans to pump in another $2 billion over the next twothree years.

Analysts were not that upbeat about the tower transaction. “We believe the current valuations already factor in potential value unlocking from different business segments. However, monetisation of real estate would be an upside risk,” IDFC Securities said in a note on October 14.

Shares of RCom closed 2.8% lower at Rs 35.05 on the BSE on Tuesday, underperforming the benchmark Sensex that fell 0.3%.

Telecom tower infrastructure space has been undergoing a consolidation for some time now. In October last year, Viom Networks was sold to American Tower Co for about $1.2 billion. A consortium of buyout giants KKR, Blackstone and Canada Pension Plan Investment Board are in talks to acquire a stake in Bharti Infratel.